SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB


       QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934


                For the quarterly period ended September 30, 2000



                            CARMINA TECHNOLOGIES INC.
             (Exact name of Registrant as specified in its charter)



                                      Utah
                 (Jurisdiction of incorporation or organization)



              810,540 5th Ave. SW, Calgary, Alberta, Canada T2P 0M2
                    (Address of principal executive offices)



        Registrants telephone number: (403) 269-5369 Fax: (403) 261-2866



  The number of shares of common stock outstanding as of September 30, 2000, is

                                   20,502,300



<PAGE>

PART I - FINANCIAL INFORMATION

Item 1. - Financial Statements

The following financial statements are filed as part of this report:

The Consolidated  Financial  Statements of the Company for the nine months ended
September 30 2000 reviewed by HJ & Associates, certified public accountants.


Item 2. - Management's Discussion and Analysis

During the third quarter of 2000 management of Carmina Technologies reviewed
several Application Service Providers (ASP's) with a view to acquiring all or
part ownership. One candidate has subsequently been selected for further study
and is currently the subject of a full due diligence examination.

Development  of  the  GateCommander  internet  appliance  and  related  products
proceeded on schedule  during the third quarter.  Launch of its first product is
anticipated in the year end.

PART II

Item 1. - Legal Proceedings. None

Item 2. - Changes in Securities. None

Item 3. - Defaults Upon Senior Securities. None

Item 4. - Submissions of Matters to a Vote of Security Holders. None

Item 5. - Other Information. None

Item 6. - Exhibits and Reports on form 8-K

(a)  No Exhibits

(b)  No Form 8K filings

Carmina Technologies Inc. 10-QSB (March 31, 2000)

In accordance with  requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.

Carmina Technologies Inc (Registrant)

Dated: November16, 2000 By /s/ _______________________ John M. Alston, President



<PAGE>

                           CARMINA TECHNOLOGIES, INC.
                                 AND SUBSIDIARY
                   (Formerly The Americas Mining Corporation)
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                    September 30, 2000 and December 31, 1999




<PAGE>

                    CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY
                   (Formerly The Americas Mining Corporation)
                          (A Development Stage Company)
                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                    September 30,   December 31,
                                                                        2000            1999
                                                                     ---------       ---------
                                                                    (Unaudited)
<S>                                                                  <C>             <C>
CURRENT ASSETS

   Cash and cash equivalents                                         $    --         $     174
   Tax refund receivable                                                 1,924          13,486
   Accounts receivable                                                  15,244           2,136
                                                                     ---------       ---------

     Total Current Assets                                               17,168          15,796
                                                                     ---------       ---------

PROPERTY AND EQUIPMENT                                                   2,600            --
                                                                     ---------       ---------

OTHER ASSETS

   Investment in affiliate (Note 1)                                       --             2,569
   Marketable securities (Note 1)                                       11,612            --
   Securities receivable (net of allowance of $73,656 (Note 1)          55,740            --
                                                                     ---------       ---------

     Total Other Assets                                                 67,352           2,569
                                                                     ---------       ---------

     TOTAL ASSETS                                                    $  87,120       $  18,365
                                                                     =========       =========


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES

   Cash overdraft                                                    $   3,499       $    --
   Accounts payable                                                     17,300          24,189
   Accrued expenses                                                     59,363            --
                                                                     ---------       ---------

     Total Current Liabilities                                          80,162          24,189
                                                                     ---------       ---------

STOCKHOLDERS' EQUITY (DEFICIT)

   Common stock: 40,000,000 shares authorized
    no par value, 20,502,300 and 16,000,000
    shares issued and outstanding, respectively                        905,232         407,406
   Deficit accumulated during the development stage                   (898,274)       (413,230)
                                                                     ---------       ---------

     Total Stockholders' Equity (Deficit)                                6,958          (5,824)
                                                                     ---------       ---------

     TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY (DEFICIT)
                                                                     $  87,120       $  18,365
                                                                     =========       =========
</TABLE>

<PAGE>

                    CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY
                   (Formerly The Americas Mining Corporation)
                          (A Development Stage Company)
                      Consolidated Statement of Operations
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                                                 From
                                                                                                             Inception on
                                              For the Three Months Ended      For the Nine Months Ended          May 7,
                                                     September 30,                  September 30,            1999 Through
                                              --------------------------   ------------------------------    September 30,
                                                 2000            1999            2000            1999            2000
                                              ---------       ----------      ---------       ----------      ---------
<S>                                           <C>             <C>             <C>             <C>             <C>
REVENUES                                      $    --         $     --        $    --         $     --        $   2,136

COST OF GOODS SOLD                                 --               --             --               --            1,942
                                              ---------       ----------      ---------       ----------      ---------

GROSS PROFIT                                       --               --             --               --              194
                                              ---------       ----------      ---------       ----------      ---------

EXPENSES

General and administrative                        3,650             --           19,532             --           23,624
Research and development                          9,398             --           47,096             --           55,442
Consulting fees                                    --               --             --               --          126,974
Management fees                                  85,242             --          238,628             --          502,123
                                              ---------       ----------      ---------       ----------      ---------

Total Expenses                                   98,290             --          305,256             --          708,163
                                              ---------       ----------      ---------       ----------      ---------

LOSS FROM OPERATIONS                            (98,290)            --         (305,256)            --         (707,969)
                                              ---------       ----------      ---------       ----------      ---------

OTHER INCOME (EXPENSE)

Loss on investment of affiliate (Note 1)           --               --           (2,569)            --          (13,000)
(Loss) on sale of investments (Note 1)          (48,309)            --          (88,653)            --          (88,653)
Unrealized gain (loss) on investments            35,332             --          (89,001)            --          (89,001)
Interest income                                     435             --              435             --              435
Interest expense                                   --               --             --               --              (86)
                                              ---------       ----------      ---------       ----------      ---------

Total Other Income (Expense)                    (12,542)            --         (179,788)            --         (190,305)
                                              ---------       ----------      ---------       ----------      ---------

NET LOSS                                      $(110,832)      $     --        $(485,044)      $     --        $(898,274)
                                              =========       ==========      =========       ==========      =========

BASIC LOSS PER SHARE                          $   (0.01)      $     0.00      $   (0.02)      $     0.00              0
                                              =========       ==========      =========       ==========      =========
</TABLE>


<PAGE>

                    CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY
                   (Formerly The Americas Mining Corporation)
                          (A Development Stage Company)
            Consolidated Statement of Stockholders' Equity (Deficit)

<TABLE>
<CAPTION>
                                                                                       Deficit
                                                                                     Accumulated
                                                            Common Stock             During the
                                                     --------------------------      Development
                                                       Shares          Amount           Stage
                                                     ----------      ----------      ----------
<S>                                                  <C>             <C>             <C>
Balance, inception on May 7, 1999                          --        $     --        $     --

Common stock issued for services
 and cash at $0.02 per share                         13,075,200         255,606            --

Common stock issued for cash at
 $0.02 per share                                      2,924,800          57,800            --

Services contributed by officers of the Company            --            94,000            --

Net loss from inception on May 7, 1999
 through December 31, 1999                                 --              --          (413,230)
                                                     ----------      ----------      ----------

Balance, December 31, 1999                           16,000,000         407,406        (413,230)

Contributed capital (unaudited)                            --           374,583            --

Common stock issued in
 recapitalization                                     4,502,300           3,243            --

Services contributed by officers of the Company            --           120,000            --

Net loss for the nine months ended
 September 30, 2000 (unaudited)                            --              --          (485,044)
                                                     ----------      ----------      ----------

Balance, September 30, 2000                          20,502,300      $  905,232      $ (898,274)
                                                     ==========      ==========      ==========
</TABLE>



<PAGE>

                    CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY
                   (Formerly The Americas Mining Corporation)
                          (A Development Stage Company)
                      Consolidated Statement of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                 For the                   For the         Inception on
                                                           Three Months Ended         Nine Months Ended       May 7,
                                                              September 30,             September 30,      1999 Through
                                                           -------------------      -------------------    September 30,
                                                              2000        1999         2000        1999        2000
                                                           ---------      ----      ---------      ----    ------------
<S>                                                        <C>            <C>       <C>            <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES

Net loss                                                   $(110,832)     $ --      $(485,044)     $ --      $(898,274)
Adjustments to reconcile net loss to net cash
used by operating activities:
     Stock issued for services                                  --          --           --          --        256,117
     Services contributed by officers of the Company          40,000        --        120,000        --        214,000
     Non-cash change in securities                             5,100        --         69,408        --         69,408
     Decrease in value of equity investment                     --          --          2,569        --         13,000
Changes in operating assets and liabilities:
     (Increase) decrease in receivables                        9,718        --         (1,547)       --        (17,168)
     (Increase) decrease in prepaid expenses                    --          --           --          --           --
     Increase (decrease) in accounts payable                 (15,746)       --         (6,889)       --         17,300
     Increase (decrease) in accrued expenses                  29,125        --         59,362        --         59,362
     Increase in bank overdraft                                3,499        --          3,499        --          3,499
                                                           ---------      ----      ---------      ----      ---------

        Net Cash Used by Operating Activities                (39,136)       --       (238,641)       --       (282,756)
                                                           ---------      ----      ---------      ----      ---------

CASH FLOWS FROM INVESTING ACTIVITIES

     Proceeds from sale of securities                         34,119        --        165,985        --        165,985
     Purchase of marketable securities                          --          --       (302,745)       --       (315,745)
     Purchase of fixed assets                                   --          --         (2,600)       --         (2,600)
                                                           ---------      ----      ---------      ----      ---------

        Net Cash Provided (Used) by Investing Activities      34,119        --       (139,360)       --       (152,360)
                                                           ---------      ----      ---------      ----      ---------

CASH FLOWS FROM FINANCING ACTIVITIES

     Cash received in recapitalization                          --          --           --          --          3,243
     Issuance of common stock for cash                          --          --           --          --         57,289
     Contributed capital                                        --          --        374,584        --        374,584
                                                           ---------      ----      ---------      ----      ---------

        Net Cash Provided by Financing Activities               --          --        374,584        --        435,116
                                                           ---------      ----      ---------      ----      ---------

NET INCREASE (DECREASE) IN CASH AND
 CASH EQUIVALENTS                                             (5,017)       --         (3,417)       --           --

CASH AND CASH EQUIVALENTS AT
 BEGINNING OF PERIOD                                           5,017        --          3,417        --           --
                                                           ---------      ----      ---------      ----      ---------

CASH AND CASH EQUIVALENTS AT END
 OF PERIOD                                                 $    --        $ --      $    --        $ --      $    --
                                                           =========      ====      =========      ====      =========
</TABLE>



<PAGE>

                    CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY
                   (Formerly The Americas Mining Corporation)
                          (A Development Stage Company)
                 Consolidated Statement of Cash Flows (Continued
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                              From
                                                 For the                 For the          Inception on
                                            Three Months Ended      Nine Months Ended        May 7,
                                               September 30,           September 30,      1999 Through
                                            ------------------      ------------------    September 30,
                                              2000        1999        2000        1999        2000
                                            --------      ----      --------      ----      --------
<S>                                         <C>           <C>       <C>           <C>       <C>
CASH PAID FOR:

   Interest                                 $   --        $ --      $   --        $ --      $   --
   Income taxes                             $   --        $ --      $   --        $ --      $   --

NON-CASH FINANCING ACTIVITIES

   Common stock issued for services         $   --        $ --      $   --        $ --      $256,117
   Services contributed by officers of
     the Company                            $ 40,000      $ --      $ 80,000      $ --      $174,000
</TABLE>


<PAGE>

                    CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY
                   (Formerly The Americas Mining Corporation)
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                    September 30, 2000 and December 31, 1999


NOTE 1 -  ORGANIZATION AND HISTORY

          The consolidated financial statements presented include those of
          Carmina Technologies, Inc. (formerly The Americas Mining Corporation)
          (a development stage company) and its wholly-owned subsidiary Rhonda
          Networks, Inc. Collectively, they are referred to herein as "the
          Company."

          Carmina Technologies, Inc. (Carmina) was incorporated under the laws
          of the State of Utah on March 5, 1973 under the name of "Investors
          Equity, Inc." In 1991, the Company changed its name to "The Americas
          Mining Corporation." In January of 2000, the Company changed its name
          to "Carmina Technologies, Inc."

          On February 9, 2000, the Company completed an Agreement and Plan of
          Reorganization whereby Carmina issued 16,000,000 shares of its common
          stock in exchange for all of the outstanding common stock of Rhonda
          Networks, Inc. (Rhonda). These shares have been presented as if they
          were issued in 1999 for services and cash.

          The reorganization was accounted for as a recapitalization of Rhonda
          because the shareholders of Rhonda control the Company after the
          acquisition. Therefore, Rhonda is treated as the acquiring entity.
          Accordingly, there was no adjustment to the carrying value of the
          assets or liabilities of Carmina. Carmina is the acquiring entity for
          legal purposes and Rhonda is the surviving entity for accounting
          purposes.

          Carmina was incorporated for the purpose of creating a vehicle to
          obtain capital to seek out, investigate and acquire interests in
          products and businesses which may have a potential for profit. Prior
          to the reorganization, Carmina distributed shares of a wholly-owned
          subsidiary, American Mining Corp. to its shareholders as a partial
          liquidating dividend. At the time of the reorganization, Carmina was a
          shell company with minimal assets and no operations.

          Rhonda, a wholly owned subsidiary, was incorporated under the laws of
          the Province of Alberta, Canada on May 7, 1999. It was incorporated
          for the purpose of developing and marketing its low-cost,
          high-capability multipurpose communications wizard and Linux based
          GateCommander and Smart-Home networking technologies. The
          GateCommander 2000 technology combines firewall, virtual private
          networking, network and system monitoring, e-mail and domain name
          services, paging and fax with voice over IP, and dynamic web services.
          The Smart-Home network management system offers homeowners control
          over heating, air conditioning, lighting, appliance management,
          switches and outlets, home security and motion and fire detection
          zones.

          The Company's technologies are still in the development stage. None of
          the products or services associated with this technology has been
          brought to the market or are available for marketing. Because of the
          developmental status of the technology, there can be no assurance that
          the technology will be brought to market in a commercially viable
          form.



<PAGE>

                    CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY
                   (Formerly The Americas Mining Corporation)
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                    September 30, 2000 and December 31, 1999


NOTE 1 -  ORGANIZATION AND HISTORY (Continued)

          a. Accounting Method

          The Company's consolidated financial statements are prepared using the
          accrual method of accounting. The Company has elected a calendar year
          end.

          b. Cash and Cash Equivalents

          Cash equivalents include short-term, highly liquid investments with
          maturities of three months or less at the time of acquisition.

          c. Basic Loss Per Share

          The computation of basic loss per share of common stock is based on
          the weighted average number of shares outstanding during the period of
          the consolidated financial statements. Common stock equivalents,
          consisting of stock warrants and options, have not been included in
          the calculation as their effect is antidilutive for the period
          presented.

<TABLE>
<CAPTION>
                                        For the                              For the
                                  Three Months Ended                     Nine Months Ended
                                     September 30,                          September 30,
                            ----------------------------           ----------------------------
                                2000                1999              2000                 1999
                            ------------           -----           ------------           -----
<S>                         <C>                    <C>             <C>                    <C>
Numerator - loss            $   (110,832)          $--             $   (485,044)          $--
Denominator -
  weighted average
  number of shares
  outstanding                 20,502,300            --               18,251,150            --
                            ------------           -----           ------------           -----

Loss per share              $      (0.01)          $(0.00)         $      (0.02)          $(0.00)
                            ============           =====           ============           =====
</TABLE>

          d. Provision for Taxes

          At September 30, 2000, the Company had net operating loss
          carryforwards of approximately $898,000 that may be offset against
          future taxable income through 2019. No tax benefit has been reported
          in the consolidated financial statements, because the Company believes
          there is a 50% or greater chance the carryforwards will expire unused.
          Accordingly, the potential tax benefits of the loss carryforwards are
          offset by a valuation account of the same amount.



<PAGE>

                    CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY
                   (Formerly The Americas Mining Corporation)
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                    September 30, 2000 and December 31, 1999

NOTE 1 -  ORGANIZATION AND HISTORY (Continued)

          e. Estimates

          The preparation of financial statements in conformity with generally
          accepted accounting principles requires management to make estimates
          and assumptions that affect the reported amounts of assets and
          liabilities and disclosure of contingent assets and liabilities at the
          date of the financial statements and the reported amounts of revenues
          and expenses during the reporting period. Actual results could differ
          from those estimates.

          f. Revenue Recognition

          The Company recognizes revenue upon completion and delivery of its
          products. However, substantial operations have not yet begun.

          g. Principles of Consolidation

          The consolidated financial statements include those of Carmina
          Technologies, Inc. and its wholly owned subsidiary, Rhonda Networks,
          Inc. All significant intercompany accounts and transactions have been
          eliminated.

          h. Unaudited Financial Statements

          The accompanying unaudited financial statements include all of the
          adjustments which, in the opinion of management, are necessary for a
          fair presentation. Such adjustments are of a normal recurring nature.

          i. Securities Receivable

          The Company purchased 750,000 shares of Qnetix, Inc.'s common stock
          during the six months ended June 30, 2000. At the time of purchase,
          450,000 shares of stock were delivered to the Company which have been
          deposited into a brokerage account and are classified as trading. The
          remaining 300,000 shares, with a value of $55,740 at September 30,
          2000, net of an allowance of $73,656 for the decline in market value
          as estimated based on quoted market prices, will be delivered in March
          2001. These shares are valued at the lower of cost or market.

          j. Marketable Securities

          The Company held 62,500 shares of Qnetix, Inc.'s common stock as
          trading securities at September 30, 2000. The fair value of the
          Company's marketable securities is estimated based on quoted market
          prices for those investments. During the nine months ended September
          30, 2000, the Company sold a portion of the trading securities for a
          loss of $88,653. The Company recorded an unrealized loss of $89,001 to
          account for the decline in value of the remaining securities. The fair
          value of the Company's marketable securities at September 30, 2000 was
          $11,612. Because the Company's marketable securities are classified as
          trading and reported at fair value, there is no need to evaluate the
          securities for impairment.

          k. Allowance for Doubtful Accounts

          The Company's accounts receivable are shown net of an allowance for
          doubtful accounts of $-0- and $-0- at September 30, 2000 and December
          31, 1999, respectfully.



<PAGE>

                    CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY
                   (Formerly The Americas Mining Corporation)
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                    September 30, 2000 and December 31, 1999


NOTE 1 -  ORGANIZATION AND HISTORY (Continued)

          l. Recent Accounting Pronouncements

          In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
          Instruments and Hedging Activities" which requires companies to record
          derivatives as assets or liabilities, measured at fair market value.
          Gains or losses resulting from changes in the values of those
          derivatives would be accounted for depending on the use of the
          derivative and whether it qualifies for hedge accounting. The key
          criterion for hedge accounting is that the hedging relationship must
          be highly effective in achieving offsetting changes in fair value or
          cash flows. SFAS No. 133 is effective for all fiscal quarters of
          fiscal years beginning after June 15, 2000. Management believes the
          adoption of this statement will have no material impact on the
          Company's financial statements.

          The Company has adopted the provisions of SOP 98-1 "Accounting for the
          Costs of Computer Software Developed or Obtained for Internal Use."
          Management will begin to capitalize certain costs once the preliminary
          project stage is completed and funding for the projects is probable.
          The Company has expensed all organization costs per the requirements
          of SOP 98-5 "Reporting the costs of Start Up Activities."

          m. Warranty Costs

          The Company does not offer any warranty on the product which was sold
          in 1999. Accordingly, there is no warranty cost expense or accrual.

          n. Investment in Affiliate

          The Company is accounting for its investment in Remington Financial
          Corp., a 39% owned affiliate, by the equity method of accounting under
          which the Company's share of the net income (loss) of the affiliate is
          recognized as income (loss) in the Company's statement of operations.

          The affiliate was audited at October 31, 1999. At that time, the total
          net stockholders' equity equaled $6,586. The Company has recognized a
          loss on their investment in the in the affiliate of $2,569 to account
          for the change in value of the affiliate at September 30, 2000. This
          reduces the investment to $-0- at September 30, 2000.



<PAGE>

                    CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY
                   (Formerly The Americas Mining Corporation)
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                    September 30, 2000 and December 31, 1999


NOTE 2 -  GOING CONCERN

          The Company's consolidated financial statements are prepared using
          generally accepted accounting principles applicable to a going concern
          which contemplates the realization of assets and liquidation of
          liabilities in the normal course of business. However, the Company
          does not have significant cash or other material assets, nor does it
          have an established source of revenues sufficient to cover its
          operating costs and to allow it to continue as a going concern. It is
          the intent of the Company to continue in the development and marketing
          of its Linux based GateCommander server appliance and its Smart-Home
          technology. Additionally, the Company intends to market support
          services for these products and to act as a reseller for other
          products which it feels are complimentary to the Company's goals.
          Management's plans to continue as a going concern include (1) raising
          additional capital through sales of common stock, the proceeds of
          which would be used to market and develop the existing software and
          related rights, hiring of administrative, sales and marketing
          personnel and (2) the use of stock options to pay for employee
          compensation and marketing services. However, management cannot
          provide any assurances that the Company will be successful in
          accomplishing any of its plans.

          The ability of the Company to continue as a going concern is dependent
          upon its ability to successfully accomplish the plans described in the
          preceding paragraph and eventually secure other sources of financing
          and attain profitable operations. The accompanying financial
          statements do not include any adjustments that might be necessary if
          the Company is unable to continue as a going concern.

NOTE 3 -  WARRANTS AND OPTIONS

          The Company applies Accounting Principles Board ("APB") Option 25,
          "Accounting for Stock Issued to Employees," and related
          interpretations in accounting for all stock option plans. Under APB
          Option 25, compensation cost is recognized for stock options granted
          to employees when the option price is less than the market price of
          the underlying common stock on the date of grant.

          FASB Statement 123, "Accounting for Stock-Based Compensation" ("SFAS
          No. 123"), requires the Company to provide proforma information
          regarding net income and net income per share as if compensation costs
          for the Company's stock option plans and other stock awards had been
          determined in accordance with the fair value based method prescribed
          in SFAS No. 123. The Company estimates the fair value of each stock
          award at the grant date by using the Black-Scholes option pricing
          model.

          Under the accounting provisions of SFAS No. 123, the Company's net
          loss would have been unchanged from the reported net loss.



<PAGE>

                    CARMINA TECHNOLOGIES, INC. AND SUBSIDIARY
                   (Formerly The Americas Mining Corporation)
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                    September 30, 2000 and December 31, 1999


NOTE 3 -      WARRANTS AND OPTIONS (Continued)

              A summary of the status of the  Company's  warrants and options as
              of September  30, 2000 and changes  during the nine months  ending
              September 30, 2000 are presented below:

                                                                 Exercise
                                                  Options          Price
                                                ----------       --------

          Outstanding, December 31, 1999 .         505,000       $   0.07
               Granted ...................       1,490,000           0.10
               Expired ...................            --          --
               Canceled ..................        (505,000)          0.07
               Exercised .................            --          --
                                                ----------       -----

          Outstanding, September 30, 2000        1,490,000       $   0.10
                                                ==========       =====

          Exercisable, September 30, 2000        1,490,000       $   0.10
                                                ==========       =====

NOTE 4 -  CONSULTING AND MANAGEMENT FEES

          The Company has four officers which contribute about one half of their
          time to the Company. The value of their services is estimated at
          $40,000 per year for each officer. For the nine months ended September
          30, 2000 the Company expensed $120,000 as management fees and showed
          the amount as services contributed to the Company on the Consolidated
          Statement of Stockholders' Equity. The balance of the management fees
          of $118,628 for the nine months ended September 30, 2000 was paid to
          outside parties.